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Three Way NDA
"I need a Three Way NDA for a software development project between my tech company, a cloud service provider, and an AI development consultant, with strict data security provisions and PIPEDA compliance for a project starting January 2025."
1. Parties: Identifies and provides full legal details of all three parties to the agreement
2. Background: Explains the context and purpose of the three-way confidentiality arrangement
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information for each party
5. Permitted Disclosures: Specifies how and when confidential information can be shared between the three parties and their representatives
6. Obligations of Confidentiality: Details the specific duties of each party to protect confidential information
7. Security Measures: Outlines required security protocols for handling confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Mutual vs. Unilateral Obligations: Section defining whether confidentiality obligations are mutual between all parties or if certain parties have different obligations - used when parties have different roles in sharing information
2. Data Privacy Compliance: Specific provisions for compliance with PIPEDA and provincial privacy laws - required when personal information is involved
3. Intellectual Property Rights: Clarifies ownership and rights regarding any IP disclosed - important when technical or proprietary information is shared
4. Competing Projects: Provisions allowing parties to work on similar projects with others - useful in competitive industries
5. Residual Knowledge: Provisions regarding use of retained knowledge - important in consulting or technical relationships
6. Joint Projects: Specific provisions for handling confidential information in joint ventures or collaborative projects
1. Schedule A - Specified Confidential Information: Detailed list or categories of confidential information specific to each party
2. Schedule B - Authorized Representatives: List of individuals or roles authorized to receive confidential information from each party
3. Schedule C - Security Protocols: Specific security measures and procedures required for handling different types of confidential information
4. Appendix 1 - Notice Requirements: Contact details and procedures for sending notices under the agreement
Authors
Disclosing Party
Receiving Parties
Permitted Purpose
Representatives
Affiliated Companies
Agreement
Business Day
Effective Date
Personal Information
Proprietary Information
Trade Secrets
Intellectual Property Rights
Security Breach
Permitted Disclosures
Residual Information
Third Party
Confidential Materials
Authorized Representatives
Excluded Information
Notice
Security Measures
Term
Termination Date
Jurisdiction
Information Protection
Permitted Use
Disclosure Restrictions
Return of Information
Data Privacy
Security Measures
Term and Termination
Breach and Remedies
Intellectual Property
Dispute Resolution
Governing Law
Indemnification
Severability
Assignment
Amendment
Notice Requirements
Survival
Force Majeure
Entire Agreement
Counterparts
Non-Solicitation
Representations and Warranties
Waiver
Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Research & Development
Biotechnology
Education
Telecommunications
Energy
Aerospace
Software Development
Legal
Business Development
Research and Development
Executive Leadership
Procurement
Information Technology
Operations
Innovation
Partnerships
Contract Administration
Intellectual Property
Information Security
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Manager
Project Manager
Research Director
Chief Technology Officer
Procurement Manager
Contract Administrator
Innovation Manager
Chief Information Officer
Intellectual Property Counsel
Partnership Manager
Chief Financial Officer
Operations Director
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